Common use of Meetings of Bondholders Clause in Contracts

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested in writing by Bondholders holding not less than 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by one or more Bondholders.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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Meetings of Bondholders. The Trust Deed Fiscal Agency Agreement contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of CreditConditions. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested in writing by Bondholders holding not less than 10 per cent. 10% in aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesoutstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. a clear majority in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary ResolutionResolution (each of (i) through (iv) in the foregoing, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)“Fundamental Change”), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 per cent.66%, or at any adjourned meeting not less than 25 per cent.25%, in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. a majority in aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held, provided that resolution in writing in respect of a Fundamental Change shall be signed by or on behalf of the holders of not less than 75% in principal amount of the Bonds outstanding. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (21Vianet Group, Inc.), Original Agency Agreement (21Vianet Group, Inc.)

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested in writing by Bondholders holding not less than 10 per cent. cent in the aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesoutstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstandingoutstanding or, or at any adjourned meeting such meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (ia) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, the Optional Redemption Date or the Optional Put Date, (iib) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Conditions 8(B), 8(C), 8(D) or 8(E), (c) to reduce or cancel the principal amount ofamount, any premium payable, any default interest payable or interest on, Equivalent Amount payable in respect of the BondsBonds or changing the method of calculation of interest, (iiid) to change the currency of denomination or payment of the Bonds, (ive) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (f) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 66 per cent., or at any adjourned meeting not less than 25 33 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that a written resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in of the aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes shall be as valid and effective as an a duly passed Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 2 contracts

Samples: Subscription Agreement (Datang Telecom Technology & Industry Holdings LTD), Subscription Agreement (Semiconductor Manufacturing International Corp)

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings Meetings of the Bondholders may be convened to consider matters affecting their interests, including without limitation in- cluding the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any Con- ditions. All meetings of Bondholders will be held in accordance with the provisions of Article 568 sq. of the Trust DeedBelgian Company Code with respect to bondholders meetings; provided however that the Issuer shall, the Agency Agreementat its own expense, the Deed of Guarantee or the Standby Letter of Credit. Such promptly convene a meeting may be convened by of Bondholders upon the Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested request in writing by of Bondholders holding not less than 10 per cent. in one-tenth of the aggregate principal prin- cipal amount of the Bonds for outstanding Convertible Bonds. Subject to the time being outstanding quorum and majority re- quirements set out in Article 574 of the Belgian Company Code, and if required thereunder subject to it being indemnified and/or secured and/or pre-funded validation by the court of appeal of Brussels, the meeting of Bondholders shall be entitled to its satisfaction against any costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. exercise the powers set out in aggregate principal amount Article 568 of the Bonds for the time being outstandingBelgian Company Code and to modify or waive any provision of these Conditions, or at any adjourned meeting two or more persons being or representing whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, including a (i) proposal to modify the maturity change any date fixed for payment of the Bonds principal or the dates on which interest is payable in respect of the Convertible Bonds, to reduce the amount of principal or interest payable on any date in respect of the Convertible Bonds or to alter the method of calculating the amount of any payment in respect of the Converti- ble Bonds on redemption or maturity or the date for any such payment; (ii) proposal to reduce ef- fect the exchange, conversion or cancel substitution of the principal amount ofConvertible Bonds for, or interest onthe conversion of the Convertible Bonds into, shares, bonds or other obligations or securities of the Bonds, Issuer or any other person or body corporate formed or to be formed; (iii) proposal to change the currency of payment in which amounts due in respect of the Bonds, Convertible Bonds are payable; or (iv) pro- posal to modify change any aspect of the provisions concerning Conversion Right; (v) proposal to change the quorum required re- quired at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b))provided, in each case, such matters are sanctioned by an Extraordinary Resolu- tion passed at a meeting of Bondholders at which case the necessary quorum will be two or more persons holding or representing represent- ing not less than 66.6 per cent.three-quarters or, or at any adjourned meeting not less than 25 per cent.meeting, in one quarter of the aggregate principal amount of the outstanding Convertible Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution Resolutions duly passed in accordance with these provisions shall be binding on Bondholders (all Bond- holders, whether or not they were are present at the meeting at which and whether or not they vote in fa- vour of such resolution was passed)a resolution. The Trust Deed provides that a A resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, all Bondholders shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several sev- eral documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 2 contracts

Samples: Paying and Conversion Agent, www.fsma.be

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interestsrelating to the Bonds, including (without limitation limitation) the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions provision of the Trust Deed, Bond Documents and the Agency Agreement, the Deed of Guarantee or the Standby Letter of CreditTransaction Documents. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by either the Issuer, the Guarantor Co-obligor or the Trustee, Trustee and shall be convened by upon the Trustee if so requested request in writing by of Bondholders holding not less than 10 per cent. in one-tenth of the aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesBonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in one half of the aggregate principal amount of the Bonds for the time being outstandingthen outstanding Bonds, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of certain proposalshowever, inter alia, that any proposal to (i) to modify the maturity change any date fixed for payment of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the amount of principal amount of, or interest on, payable on any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, (iv) change the currency of payment of payments under the Bonds, or (ivv) to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary Resolution, or (v) to modify or release may only be sanctioned by an Extraordinary Resolution where the Standby Letter of Credit (other than an amendment or supplement to, or quorum for such a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum meeting will be two or more persons holding or representing not less than 66.6 662⁄3 per cent.. of the aggregate principal amount of the then outstanding Bonds, or at any adjourned meeting meeting, two or more persons holding or representing not less than 25 per cent., in . of the aggregate principal amount of the Bonds for then outstanding Bonds. An Extraordinary Resolution shall be effective when passed by a majority of not less than 75 per cent. of the time being outstandingvotes cast thereon. Any Extraordinary Resolution duly passed shall be binding on Bondholders (all the Bondholders, Couponholders and holders of Talons and Receipts, whether present or not they were present at the meeting at which such resolution was passed)not. The Trust Deed provides that In addition, a resolution in writing signed by or on behalf of the holders of not less than 90 75 per cent. in aggregate principal amount or more of the Bonds Bondholders who for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems are entitled to receive notice of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldwill take effect as if it were an Extraordinary Resolution and/or a resolution approved with respect to any proposal in this Condition 14(a). Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: www.oblible.com

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interestsrelating to the Bonds, including without limitation the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer, the Guarantor Issuer or the Trustee, Trustee and shall be convened by the Trustee if so requested upon the request in writing by of Bondholders holding not less than 10 per cent. in one-tenth of the aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesBonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in half of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business however, that certain proposals (including any proposal to change any date fixed for payment of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the amount of principal amount of, or interest on, payable on any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, to change the currency of payment of payments under the Bonds, (iv) Bonds or to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary ResolutionResolution (each, or (va “Reserved Matter”)) to modify or release the Standby Letter may only be sanctioned by an Extraordinary Resolution passed at a meeting of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in Bondholders at which case the necessary quorum will be two or more persons holding or representing not less than 66.6 per cent.two-thirds or, or at any adjourned meeting not less than 25 per cent.meeting, in one-fifth of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Bondholders (and Couponholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Trust Deed provides that In addition, a resolution in writing signed by or on behalf of the holders of holding not less than 90 per cent. in 90% of the aggregate principal amount of the outstanding Bonds who for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems are entitled to receive notice of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldunder the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Agency Agreement (Melco Crown Entertainment LTD)

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor Company or the Trustee, and shall be convened by the Trustee if it is so requested in writing by Bondholders holding not less than 10 per cent. in aggregate principal amount Principal Amount Outstanding of the Bonds for the time being outstanding and subject to it the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction against any all costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in aggregate principal amount of the Principal Amount Outstanding of the Bonds for the time being outstandingoutstanding or, or at any adjourned meeting such meeting, two or more persons being or representing Bondholders whatever the principal amount Principal Amount Outstanding of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds Bonds, the Put Option Date or the dates on which interest is payable in respect of the Bonds, (ii) to modify the circumstances in which the Company or Bondholders are entitled to redeem the Bonds pursuant to Conditions 8(B), 8(C), 8(D) or 8(E), (iii) to reduce or cancel the principal amount ofof principal, interest or interest on, Equivalent Amount payable in respect of the Bonds, (iiiiv) to change the currency of denomination or payment of the Bonds, (ivv) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (vi) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 66 per cent., or at any adjourned meeting not less than 25 33 per cent., in aggregate principal amount Principal Amount Outstanding of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that a written resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in of the aggregate principal amount of the Principal Amount Outstanding of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes shall be as valid and effective as an a duly passed Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. For the purpose of these Conditions: “Extraordinary Resolution” means a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority of at least 75 per cent. of the votes cast.

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Trust Deed Agency Agreement contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of CreditConditions. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested in writing by Bondholders holding not less than 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesoutstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. a clear majority in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, or interest on, or to vary the method of calculating the rate of interest on, the Bonds, (iii) to change the currency of payment of the BondsBonds or the Coupons, or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed)) and on all Couponholders. The Trust Deed Agency Agreement provides that a resolution in writing signed by or on behalf of the holders Holders of not less than 90 75 per cent. in aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interestsrelating to the Bonds, including without limitation the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer, Issuer or by the Guarantor or the Trustee, Trustee and shall be convened by the Trustee if so requested in writing by Bondholders holding not less than 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding and (subject to it being indemnified and/or secured and/or pre-funded prefunded to its satisfaction against any costs and expensessatisfaction) upon the request in writing of Bondholders holding not less than one-tenth of the aggregate principal amount of the outstanding Bonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing more not less than 50 per cent. in half of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business however, that certain proposals (including any proposal to change any date fixed for payment of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the amount of principal amount of, or interest on, payable on any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, to modify any provision of any guarantee of the Bonds given pursuant to the Trust Deed, to change the currency of payment of payments under the Bonds, (iv) Bonds or to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary ResolutionResolution (each, or (va "Reserved Matter")) to modify or release the Standby Letter may only be sanctioned by an Extraordinary Resolution passed at a meeting of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in Bondholders at which case the necessary quorum will be two or more persons holding or representing not less than 66.6 per cent.three-quarters or, or at any adjourned meeting not less than 25 per cent.meeting, in one quarter of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Bondholders (and Couponholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Trust Deed provides that In addition, a resolution in writing signed by or on behalf of Bondholders, who for the holders time being are entitled to receive notice of a meeting of Bondholders under the Trust Deed, holding in aggregate not less than 90 75 per cent. in aggregate principal nominal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shalloutstanding, in each case, for all purposes be will take effect as valid and effective as if it were an Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Terms and Conditions

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters any matter affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any of the provisions of the Trust Deed, Deed or the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor Trustee or the Trustee, Issuer and shall be convened by the Trustee if so requested upon request in writing by from Bondholders holding not less than 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding and subject to it the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction against any all costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, represented unless the business of such meeting includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed, including consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, Bonds or (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary ResolutionResolution (each, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)“Reserved Matter”), in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66.6 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (Bondholders, whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that a resolution in writing signed by or on behalf of the holders Bondholders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. So long as the Bonds are evidenced by the Global Certificate, Extraordinary Resolution includes a consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of all the Bondholders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding.

Appears in 1 contract

Samples: Agency Agreement

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Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the The Issuer, the Guarantor or the Trustee, and shall be convened by the Trustee if so requested in writing may at any time convene a meeting. If it receives a written request by Bondholders holding not less than at least 10 per cent. cent in aggregate principal amount of the Bonds for the time being outstanding and subject to it being is indemnified and/or secured and/or pre-funded prefunded to its satisfaction against any costs and expensessatisfaction, the Trustee shall convene a meeting of the Bondholders. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. a clear majority in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release cancel the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b))Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 66 2/3 per cent., or at any adjourned meeting not less than 25 33 1/3 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 90 75 per cent. in aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. Any resolution in writing duly passed shall be binding on all Bondholders (whether or not they participated in such resolution).

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor Issuer or the Trustee, Trustee and shall be convened by the Trustee if so requested in writing by it receives a written request from Bondholders holding not less than 10 per cent. cent in the aggregate principal amount of the Bonds for the time being outstanding and subject to it being is indemnified and/or secured and/or pre-funded to its satisfaction against any all costs and expenses. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstandingoutstanding or, or at any adjourned meeting such meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (ia) to modify the maturity date of the Bonds or the dates on which interest is payable in respect of the Bonds, the Optional Redemption Date or the Optional Put Date, (iib) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Conditions 8(B), 8(C), 8(D) or 8(E), (c) to reduce or cancel the principal amount ofamount, any premium payable, any default interest payable or interest on, Equivalent Amount payable in respect of the BondsBonds or changing the method of calculation of interest, (iiid) to change the currency of denomination or payment of the Bonds, (ive) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (f) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 66 per cent., or at any adjourned meeting not less than 25 33 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that a written resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in of the aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes shall be as valid and effective as an a duly passed Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldResolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Subscription Agreement (Semiconductor Manufacturing International Corp)

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interestsrelating to the Bonds, including without limitation the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions or any provisions of Conditions, the Trust Deed, the Agency Agreement, Deed or the Deed of Guarantee or the Standby Letter of CreditGuarantee. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer, the Guarantor or the Trustee, Trustee and shall be convened by the Trustee if so requested upon the request in writing by of Bondholders holding not less than at least 10 per cent. in of the aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesBonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in of the aggregate principal amount of the outstanding Bonds for the time being outstandingor, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of however, that certain proposals, inter alia, proposals (including but not limited to any proposal (i) to modify the maturity date of the Bonds or the dates on which interest interest, principal or premium is payable in respect of the Bonds, on them; or (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on, on the Bonds, ; or (iii) to change the currency of payment of the Bonds or method of calculating the amount of any payment in respect of the Bonds, ; or (iv) cancel, or make any modification that is materially prejudicial to the interests of the Bondholders to, the Deed of Guarantee (other than as provided in Condition 12(b)); (v) make any modification to Condition 3 (Covenants) that is materially prejudicial to the interests of the Bondholders; or (vi) modify the provisions concerning the quorum required at any a meeting of Bondholders or the majority required to pass an Extraordinary Resolution, ; or (vvii) to modify effect exchange, conversion or release substitution of the Standby Letter Bonds; (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in Bondholders at which case the necessary quorum will be two or more persons holding or representing not less than 66.6 75 per cent.. or, or at any adjourned meeting not less than meeting, 25 per cent., in . of the aggregate principal amount of the outstanding Bonds for the time being outstandingform a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Bondholders (all the Bondholders, whether present or not they were present at the meeting at which such resolution was passed)not. The Trust Deed provides that In addition, a resolution (A) in writing signed by or on behalf of the holders of Holders holding not less than 90 per cent. in of the aggregate principal amount of the Bonds for the time being outstanding or a resolution approved (B) passed by an electronic consent communicated through Electronic Consent (as defined in the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, Trust Deed) shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: Agency Agreement

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters any matter affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Issuer, the Guarantor Issuer or the Trustee, Trustee and shall be convened by the Trustee Issuer if so requested in writing by Bondholders holding not less than 10 per cent. in aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesOutstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. a clear majority in aggregate principal amount of the Bonds for the time being outstandingOutstanding (or not less than two thirds in principal amount of the Bonds for the time being Outstanding at any meeting of which includes any of the matters specified in the proviso to paragraph 16 of Schedule 4 to the Trust Deed being (i) changing the maturity date of the Bonds; or (ii) reducing or cancelling the principal amount of, or interest on, the Bonds or changing the method of calculation thereof; or (iii) changing the currency of any payment in respect of the Bonds; or (iv) cancelling or modifying the right to convert the Bonds into Reference Stock (except in accordance with the Conditions) or cancelling or modifying the Change of Control provisions or modifying the circumstances in which the Bonds may be converted at the option of the Issuer or shortening the Conversion Period; or (v) modifying the provisions concerning the quorum required at a meeting of Bondholders or the majority required to pass an Extraordinary Resolution or sign a resolution in writing; or (vi) changing the governing law of the Bonds; or (vii) amending any of the aforementioned provisions), or at any adjourned meeting two one or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify the maturity date any of the Bonds or matters specified in the dates on which interest is payable in respect proviso to paragraph 16 of Schedule 4 to the Bonds, Trust Deed (iias set out above) to reduce or cancel the principal amount of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds, (iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or release the Standby Letter of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum will be two or more persons holding or representing not less than 66.6 per cent., or at any adjourned meeting not less than 25 per cent., one third in aggregate principal amount of the Bonds for the time being outstandingOutstanding. Any Extraordinary Resolution duly passed at a meeting of Bondholders shall be binding on all Bondholders (whether or not they were present at the meeting at which such resolution was passed). EU1/ 52179183.13 104 The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in of the aggregate principal amount of the Bonds for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by one or more Bondholders.

Appears in 1 contract

Samples: Form of Subordination Agreement (Just Energy Group Inc.)

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters affecting their interestsrelating to the Bonds, including (without limitation limitation) the sanctioning by Extraordinary Resolution of a modification modification of any of these Conditions or any provisions provision of the Trust Deed, Bond Documents and the Agency Agreement, the Deed of Guarantee or the Standby Letter of CreditTransaction Documents. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by either the Issuer, the Guarantor Co-obligor or the Trustee, Trustee and shall be convened by upon the Trustee if so requested request in writing by of Bondholders holding not less than 10 per cent. in one-tenth of the aggregate principal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesBonds. The quorum for at any meeting convened to consider vote on an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in one half of the aggregate principal amount of the Bonds for the time being outstandingthen outstanding Bonds, or at any adjourned meeting meeting, two or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented; provided, unless the business of such meeting includes consideration of certain proposalshowever, inter alia, that any proposal to (i) to modify the maturity change any date fixed for payment of the Bonds principal or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the amount of principal amount of, or interest on, payable on any date in respect of the Bonds, (iii) to alter the method of calculating the amount of any payment in respect of the Bonds or the date for any such payment, (iv) change the currency of payment of payments under the Bonds, or (ivv) to modify the provisions concerning change the quorum required at any meeting of Bondholders requirements relating to meetings or the majority required to pass an Extraordinary Resolution, or (v) to modify or release may only be sanctioned by an Extraordinary Resolution where the Standby Letter of Credit (other than an amendment or supplement to, or quorum for such a replacement of, the Standby Letter of Credit in connection with a further issue of bonds pursuant to Condition 16 or modification pursuant to Condition 13(b)), in which case the necessary quorum meeting will be two or more persons holding or representing not less than 66.6 662⁄3 per cent.. of the aggregate principal amount of the then outstanding Bonds, or at any adjourned meeting meeting, two or more persons holding or representing not less than 25 per cent., in . of the aggregate principal amount of the Bonds for then outstanding Bonds. An Extraordinary Resolution shall be effective when passed by a majority of not less than 75 per cent. of the time being outstandingvotes cast thereon. Any Extraordinary Resolution duly passed shall be binding on Bondholders (all the Bondholders, Couponholders and holders of Talons and Receipts, whether present or not they were present at the meeting at which such resolution was passed)not. The Trust Deed provides that In addition, a resolution in writing signed by or on behalf of the holders of not less than 90 75 per cent. in aggregate principal amount or more of the Bonds Bondholders who for the time being outstanding or a resolution approved by an electronic consent communicated through the electronic communications systems are entitled to receive notice of the relevant clearing system by or on behalf of holders of not less than 90 per cent. in aggregate principal amount of the Bonds for the time being outstanding shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and heldwill take effect as if it were an Extraordinary Resolution and/or a resolution approved with respect to any proposal in this Condition 14(a). Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders.

Appears in 1 contract

Samples: www.oblible.com

Meetings of Bondholders. The Trust Deed contains provisions for convening meetings of the Bondholders to consider matters any matter affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of any provisions of these Conditions or any relevant provisions of the Trust Deed, the Agency Agreement, the Deed of Guarantee or the Standby Letter of Credit. Such a meeting may be convened by the Board of Directors of the Issuer, the Guarantor or the Trustee, and shall be convened by (subject to being indemnified an/or secured and/or prefunded to its satisfaction) the Trustee if so requested at its discretion and, in writing by Bondholders any event, upon the request of any Bondholder(s) holding not less than 10 per cent. in aggregate principal nominal amount of the Bonds for the time being outstanding and subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against any costs and expensesremaining outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will shall be two one or more persons present holding or representing more than 50 per cent. in aggregate principal amount of the Bonds for the time being outstanding, or at any adjourned meeting two one or more persons being or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the business of such meeting includes consideration of certain proposals, inter alia, (i) to modify change the maturity Final Maturity Date or any date for payment of the Bonds interest or the dates on which interest is payable any other amount in respect of the Bonds, (ii) to modify the circumstances in which the Issuer or Bondholders are entitled to redeem the Bonds pursuant to Condition 11(b) or (c), (iii) to reduce or cancel the principal amount of, or any interest on, the Bonds or to reduce the amount payable on redemption of the Bonds, (iiiiv) to reduce the rate of interest in respect of the Bonds or to vary the method or basis of calculating the rate of interest or the basis for calculating any other amount payable in respect of the Bonds, (v) to vary the method or the basis for calculating any amount payable in respect of the Bonds, (vi) to cancel the Exchange Rights or to modify the provisions relating to the Exchange Rights (other than an increase in the Exchange Property deliverable on exercise of Exchange Rights or an increase in the Cash Alternative Amount and/or Premium Compensation Amount), (vii) to change the currency of the denomination or of any payment in respect of the Bonds, (ivviii) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, (ix) to change the governing law of the Bonds, the Trust Deed, the Guarantee Agreement, the Agency Agreement or the Calculation Agency Agreement, or (vix) to modify or release the Standby Letter Guarantor from any of Credit (other than an amendment or supplement to, or a replacement of, the Standby Letter of Credit in connection with a further issue of bonds its obligations pursuant to Condition 16 or modification pursuant to Condition 13(b))the Guarantee, in which case the necessary quorum will shall be two one or more persons holding or representing not less than 66.6 75 per cent., or at any adjourned meeting not less than 25 per cent., in aggregate principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed). The Trust Deed provides that (i) a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. three-fourths in aggregate principal amount of the Bonds for the time being outstanding or (a resolution approved “Written Resolution”) and (ii) consent given by an way of electronic consent communicated consents through the electronic communications systems of the relevant clearing system system(s) (in a form satisfactory to the Trustee) by or on behalf of holders the Bondholders of not less than 90 per cent. three-fourths in aggregate principal amount of the Bonds for the time being outstanding shall, (an “Electronic Consent”) shall in each case, case for all purposes be as valid and effective take effect as an Extraordinary Resolution. A Written Resolution passed at a meeting of Bondholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Bondholders. A Written Resolution and/or Electronic Consent will be binding on all Bondholders whether or not they participated in such Written Resolution and/or Electronic Consent, as the case may be, and whether or not they voted in favour of such an Electronic Consent or signed such Written Resolution, as the case may be.

Appears in 1 contract

Samples: Simon Property Group L P /De/

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